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6.1.4.5. If the Company elects to
exercise the Purchase Option, the Purchase Price shall
be paid in cash (or in cash and a promissory note in
accordance with Section 6.5) on the Transfer Closing
Date.
6.1.4.6. If the Company fails to
exercise the Purchase Option, the Transferor shall be
permitted to offer and sell for a period of ninety (90)
days (the “Free Transfer Period”) after the expiration
fo the Transfer Period at a price not less than the
Purchase Price. If the Transferor does not Transfer
the Transferor Interest within the Free Transfer
Period, the Transferor’s right to Transfer the
Transferor Interest pursuant to this Section shall
cease and terminate.
6.1.4.7. Any Transfer of the Transferor
Interest made after the last day of the Free Transfer
Period or without strict compliance with terms,
provisions, and conditions of this Section and other
terms, provisions, and conditions of this Agreement,
shall be null, void and of no force or effect.
6.1.5. Transfers to Affiliates and Family.
Notwithstanding anything set forth in this Agreement to
the contrary, but provided that the Conditions of
Transfer other than Section 6.1.6. are satisfied, any
Member may at any time, and from time to time, Transfer
all, or any portion of, or any interest or rights in,
the Member’s Membership Interest or Membership Rights
to (i) any other Member; (ii) any member of the
Member’s Family; or (iii) any Affiliate of the Member.
6.1.6. Admission of Transferee as Member.
Notwithstanding anything contained herein to the
contrary, the transferee of all or any portion of or
any interest or rights in any Membership Right shall
not be entitled to become a Member or exercise any
rights of a Member and shall only be admitted as a
Member upon the unanimous consent of the Members. The
transferee shall be entitled to receive, to the extent
transferred, only the distributions to which the
transferor would be entitled.
6.2. Voluntary Withdrawal. No Member shall have
the right or power to Voluntarily Withdraw from the
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Last modified: March 27, 2008